Free Minute Book Rights of Inspection

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Minute Book Rights of Inspection

Inspection Rights


Inspection Rights

Any rights granted to creditors will automatically be granted to all shareholders.


Frequently Asked Questions
What is an annual report?An annual report contains detailed audited financial statements showing the operational and financial status of a corporation over the past year, including income and cash flow statements as well as the balance sheet. It is published annually for the benefit of all shareholders and to satisfy regulatory requirements.


Your Minute Book Rights of Inspection

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MINUTE BOOK RIGHTS OF INSPECTION

Inspection by the Public

With at least 5 days notice and where the Corporation is not unduly disrupted, the general public may request to inspect with proper purpose the following without restriction:

  • Notice of Directors
  • Notice of Change of Director
  • Securities Register

Inspection by Creditors

A creditor may request to inspect during regular business hours with proper purpose and without restriction:

  • All of the above
  • Certificate of Incorporation, Continuance and Amalgamation
  • Articles of Incorporation and any amendments
  • Bylaws and any amendments
  • Annual Reports

Inspection by Shareholder

A Shareholder may request to inspect during regular business hours with proper purpose and without cost or restriction:

  • All of the above
  • Unanimous Shareholder Agreement and any amendments
  • Financial Statements, Auditor's Reports and any financial information required by Articles, Bylaws or Statute
  • Disclosure Register

Inspection by Director

A Director may request to inspect at any reasonable time with proper purpose and without cost or restriction:

  • All of the above
  • Physical properties or assets
  • Records of any subsidiary
  • Corporate Records and Books of Account
  • Directors' Minutes and Resolutions

Notes and Comments on Inspection Rights

  1. In all cases, the inspection rights afforded will apply also to the designated representative of the party, including but not limited to accountants, agents and attorneys of the Party, where the designated representative is accompanied by the Party at all times and where reasonable. All information obtained by the Party and the Party's designated representative will be kept confidential and not used for any other purpose other than the stated proper purpose.
  2. In all cases, the inspection rights afforded will include the right to copy and make extracts.
  3. In all cases, the inspection rights will be withheld where allowed by law and where the information is to be used against the Corporation or in any manner detrimental to the Corporation.
  4. In the case of Public Rights of Inspection or Creditor Rights of Inspection, the Corporation reserves the right to charge a reasonable administrative fee to prepare the requested documentation.
  5. In the case of Public Rights of Inspection, Creditor Rights of Inspection and Shareholder Rights of Inspection, the inspection rights will be exclusive of:
    1. any trade secrets;
    2. information maintained as confidential by law or by third party agreement; and
    3. any other information that in the good faith belief of the Directors or the Officers of the Corporation is not in the best interest of the Corporation to release.
  6. Where a Director has a conflict of interest relating to a specific matter and the information sought relates to that conflict, the inspection right will be withheld.
  7. The inspection rights are expanded as required by any applicable legislation.

Minute Book Rights of Inspection Information

What is a Minute Book?

A Minute Book is a compilation of a corporation's key documents, such as articles of incorporation, directors' meeting minutes, corporation bylaws, directors' and shareholders' resolutions, annual reports, and more.

Who has the right to inspect the Minute Book?

LawDepot's rights of inspection document is customized according to the laws of the Canadian jurisdiction in which your business was incorporated and addresses the rights of:

  • The general public
  • Creditors
  • Shareholders
  • Directors

In a rights of inspection document, you can outline the corporate records of your business that people (such as shareholders) may have the rights to view, as well as the procedure they may have to follow when requesting an inspection. This document is often found within a corporate minute book or in a company's policy and procedure manual.

For example, if someone wanted to examine a business' securities register (i.e. a record of who owns stocks or bonds in a corporation), they might refer to the rights of inspection document to see:

  • How many days' notice the company may need to process the request
  • Whether or not the record is readily available to them
  • If they'll have to pay a fee to access it

It's important to note that LawDepot's rights of inspection document is intended for use by private corporations, as public companies generally have greater obligations of transparency and accountability to shareholders and members of the public. In contrast, private companies can be more selective about the information they choose to reveal.

What information is a shareholder entitled to receive?

Depending on your jurisdiction, there may be specific records you are required to maintain and make available to shareholders on an ongoing basis. For example, businesses are often required to keep accurate and timely accounting records (such as financial statements and auditor reports) for shareholders to inspect upon request.

The amount of information about a corporation that a person is entitled to receive will vary depending on their relationship to the company and their purpose for reviewing the information.

For instance, someone from the general public may have the rights to inspect only a handful of documents if they request the information at least five days in advance and pay an admin fee. On the other hand, a director often has the right to inspect any company record they may need, within a reasonable timeframe, and without cost or restriction.

To confirm what information different people are entitled to receive in your company's jurisdiction, you can refer to your local business laws. Otherwise, depending on who is requesting the information and why, a business may charge an administrative fee or restrict access entirely.

Does a Minute Book rights of inspection have to be signed?

While a Minute Book is typically signed by a company board of directors, the rights of inspection form does not require any signatures.

Related Documents:

  • Shareholder Agreement: a contract between a corporation and its shareholders that specifies shareholder rights and regulations (such as terms on management, share valuation, profit distribution, etc.)
  • Shareholders' Resolution: a document that describes an action or decision taken by a corporation's shareholders without a formal meeting taking place
  • Minutes of Shareholders' Meeting: a document used to record the discussion and decisions that occur during a meeting of a corporation's shareholders
  • Shareholder Proxy: a document that authorizes someone to act or vote on behalf of a shareholder at a meeting

Frequently Asked Questions:

Minute Book Rights of Inspection FAQ
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